EX-99.1 2 stgw20231231pr.htm EX-99.1 Document
imagea.jpg
    
FOR IMMEDIATE ISSUE


STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2023

Expects 2024 Organic Net Revenue Growth of 5% to 7%; Adjusted EBITDA of $400 million to $450 million; Free Cash Flow Conversion of ~50%
Net Revenue Growth of 31% from Stagwell Marketing Cloud Group in FY23
Growth of 13% in International Net Revenue in FY23, Led by 17% Growth in EMEA
$65 million of net new business in Q4; LTM net new business exceeds $270 million
FY Revenue of $2,527 million; FY Net revenue of $2,147 million
FY Net Income of $42 million; FY Adjusted EBITDA of $360 million

New York, NY, February 27, 2024 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the year ended December 31, 2023.

Mark Penn, Chairman and CEO, said, “Despite a challenging year for marketing services and digital transformation—accentuated by our client mix—Stagwell grew share with some of our largest customers in 2023, took prudent steps to manage our costs, and invested in digital innovation to stay ahead of the future of marketing. In Q4 we returned to sequential net revenue growth, sold a non-core asset for significantly above our initial investment, and saw our tech company clients begin to re-engage.”

“2024 promises to be a year of growth and expanded margin as we go into the political season and our AI and AR products come to market – including inclusion of ARound into Major League Baseball’s native Ballpark app. We will be helping our clients transform with the three E’s of AI – enabling stronger operations, adding efficiency to marketing and helping revolutionize their engagement with consumers.”

Frank Lanuto, Chief Financial Officer, commented: “Management faced ongoing macroeconomic headwinds during the fourth quarter and responded with decisive actions to align costs with revenues, resulting in an adjusted EBITDA margin of 17 percent. Through the end of fiscal 2023, we have delivered – ahead of schedule – the $30 million in synergies that we promised at the time of our merger in 2021 and are now well underway with our goal of achieving the incremental $35 million of cost savings we announced earlier this year. Our sale of ConcentricLife during the quarter resulted in a significant gain which drove net income, reduced our debt and lowered leverage at year end."

Financial Outlook
2024 financial guidance is as follows:
Organic Net Revenue growth of 5% to 7%
Organic Net Revenue excluding Advocacy growth of 4% to 5%
Adjusted EBITDA of $400 million to $450 million
Free Cash Flow Conversion of approximately 50%
Adjusted EPS of $0.75 - $0.88
Page 1


imagea.jpg
Guidance assumes no impact from foreign exchange, acquisitions or dispositions.
* The Company has excluded a quantitative reconciliation with respect to the Company’s 2024 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information.

FOURTH QUARTER AND FULL YEAR HIGHLIGHTS:

Completed the sale of ConcentricLife to Accenture in Q4 for gross proceeds of $245 million, resulting in a taxable gain of $175 million

Q4 net new business of $65 million; FY23 net new business of more than $270 million

Q4 revenue of $655 million; FY23 revenue of $2,527 million, a decrease of 6% versus the prior year period
Q4 net revenue of $551 million; FY23 net revenue of $2,147 million, a decrease of 3% versus the prior year period
Q4 organic net revenue declined 7% versus the prior year period and 5% ex-Advocacy; FY23 organic net revenue declined 6% versus the prior year period and 4% ex-Advocacy
Q4 net revenue from international increased 3%, led by an increase of 19% in the United Kingdom; FY23 net revenue from international increased 13%, led by increases of 17% in EMENA, and 5% in APAC
Q4 net income of $46 million versus net loss of $43 million in the prior year period; FY23 net income of $42 million versus net income of $50 million in the prior year period
Q4 Adjusted EBITDA of $95 million; FY23 Adjusted EBITDA of $360 million, a decrease of 20% versus the prior year period
Q4 Adjusted EBITDA Margin of 17% on net revenue; FY23 Adjusted EBITDA Margin of 17% on net revenue
Q4 earnings per share attributable to Stagwell Inc. common shareholders of $0.00; FY23 earnings per share attributable to Stagwell Inc. common shareholders of $0.00
Q4 Adjusted earnings per share attributable to Stagwell Inc. common shareholders of $0.12; FY23 Adjusted earnings per share of $0.57

2022 Revised Consolidated Financial Statements
In connection with the preparation of the consolidated financial statements during 2023, the Company identified errors in the areas of income taxes as well as accumulated other comprehensive loss in its previously filed 2022 annual consolidated financial statements. As a result, the 2022 financial statements included herein have been revised to reflect the correction of the errors. The primary change to the 2022 income statement was an increase in tax expense of approximately $18 million compared to the previously filed 2022 financial statements. The Company's 2023 Form 10-K will include disclosure providing further details of the revision.

Video Webcast
Management will host a video webcast on Tuesday, February 27, 2024, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the year ended December 31, 2023. The video webcast will be accessible at https://stgw.io/Earnings. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the webcast.

Page 2


imagea.jpg
A recording of the webcast will be accessible one hour after the webcast and available for ninety days at www.stagwellglobal.com.

Stagwell Inc.
Stagwell is the challenger network built to transform marketing. We deliver scaled creative performance for the world's most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing. Led by entrepreneurs, our specialists in 34+ countries are unified under a single purpose: to drive effectiveness and improve business results for their clients. Join us at www.stagwellglobal.com.

Contacts
For Investors:
Ben Allanson
Ir@stagwellglobal.com

For Press:
Beth Sidhu
Pr@stagwellglobal.com


Non-GAAP Financial Measures
In addition to its reported results, Stagwell Inc. has included in this earnings release certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following:
(1) Organic Revenue: “Organic revenue growth” and “Organic revenue decline” reflects the year-over-year change in the Company's reported net revenue attributable to the Company's management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company's reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s prior year net revenue for the same period during which we owned it in the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present the entity’s prior year net revenue for the period during which we did not own the entity in the prior year as impact of the acquisition in the current year. We calculate impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.
Page 3


imagea.jpg
(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.
(3) Adjusted EBITDA: defined as Net income excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items include restructuring costs, acquisition-related expenses, and non-recurring items.
(4) Adjusted Diluted EPS is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income attributable to Class C shareholders, excluding amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items, divided by (ii) (a) the per weighted average number of common shares outstanding plus (b) the weighted average number of Class C shares outstanding, (if dilutive). Other items includes restructuring costs, acquisition-related expenses, and non-recurring items, and subject to the anti-dilution rules.
(5) Free Cash Flow: defined as Adjusted EBITDA less capital expenditures, change in net working capital, cash taxes, interest, and distributions to minority interests, but excludes contingent M&A payments.
(6) Financial Guidance: The Company provides guidance on a non-GAAP basis as it cannot predict certain elements which are included in reported GAAP results.
Included in this earnings release are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
Page 4


imagea.jpg
This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance and future prospects, business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “create,” “estimate,” “expect,” “focus,” “forecast,” “foresee,” “future,” “guidance,” “intend,” “look,” “may,” “opportunity,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.

Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
risks associated with international, national and regional unfavorable economic conditions that could affect the Company or its clients;
and demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties;
inflation and actions taken by central banks to counter inflation;
the Company’s ability to attract new clients and retain existing clients;
the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements;
financial failure of the Company’s clients;
the Company’s ability to retain and attract key employees;
the Company’s ability to compete in the markets in which it operates;
the Company’s ability to achieve its cost saving initiatives;
the Company’s implementation of strategic initiatives;
the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration;
the Company’s ability to manage its growth effectively, including the successful completion and integration of acquisitions that complement and expand the Company’s business capabilities;
the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products;
adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that future changes in tax laws, potential increases to corporate tax rates in the United States and disagreements with tax authorities on the Company’s determinations may result in increased tax costs;
adverse tax consequences in connection with the Transactions, including the incurrence of material Canadian federal income tax (including material “emigration tax”);
the Company’s unremediated material weaknesses in internal control over financial reporting and its ability to establish and maintain an effective system of internal control over financial reporting;
the Company’s ability to protect client data from security incidents or cyberattacks;
economic disruptions resulting from war and other geopolitical tensions (such as the ongoing military conflicts between Russia and Ukraine and in Israel and Gaza), terrorist activities and natural disasters;
stock price volatility; and
foreign currency fluctuations.
Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in our 2022 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings.
Page 5


imagea.jpg
SCHEDULE 1
STAGWELL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
Three Months Ended December 31,Year Ended December 31,
2023202220232022
Revenue$654,895 $708,185 $2,527,177 $2,687,792 
Operating Expenses
Cost of services419,865 419,811 1,621,174 1,673,576 
Office and general expenses179,871 172,415 661,250 601,536 
Depreciation and amortization35,036 35,631 142,831 131,273 
Impairment and other losses833 94,145 11,395 122,179 
635,605 722,002 2,436,650 2,528,564 
Operating Income (Loss)19,290 (13,817)90,527 159,228 
Other income (expenses):
Interest expense, net(22,889)(19,510)(90,644)(76,062)
Foreign exchange, net(672)1,557 (2,960)(2,606)
Gain on sale of business
94,505 — 94,505 — 
Other, net
108 (5,157)(359)(4,975)
71,052 (23,110)542 (83,643)
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates90,342 (36,927)91,069 75,585 
Income tax expense35,560 5,312 40,557 25,462 
Income (loss) before equity in earnings of non-consolidated affiliates54,782 (42,239)50,512 50,123 
Equity in (loss) of non-consolidated affiliates
(8,423)(1,132)(8,870)(79)
Net income (loss)46,359 (43,371)41,642 50,044 
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests(45,073)29,543 (41,508)(30,125)
Net income (loss) attributable to Stagwell Inc. common shareholders$1,286 $(13,828)$134 $19,919 
Earnings (Loss) Per Common Share:
   Basic$0.01 $(0.11)$— $0.16 
   Diluted$— $(0.11)$— $0.12 
Weighted Average Number of Common Shares Outstanding:
   Basic 112,769 122,927 117,259 124,262 
   Diluted117,205 122,927 117,259 296,596 
Page 6


imagea.jpg
SCHEDULE 2
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)

Net Revenue - Components of ChangeChange
Three Months Ended December 31, 2022Foreign CurrencyNet Acquisitions (Divestitures)OrganicTotal ChangeThree Months Ended December 31, 2023OrganicTotal
Integrated Agencies Network$311,432 $907 $368 $(19,129)$(17,854)$293,578 (6.1)%(5.7)%
Brand Performance Network180,053 3,3132,078 (8,367)(2,976)177,077 (4.6)%(1.7)%
Communications Network81,224 113— (13,109)(12,996)68,228 (16.1)%(16.0)%
All Other10,737 (184)— 1,628 1,444 12,181 15.2 %13.4 %
$583,446 $4,149 $2,446 $(38,977)$(32,382)$551,064 (6.7)%(5.6)%


Net Revenue - Components of ChangeChange
Year Ended December 31, 2022Foreign CurrencyNet Acquisitions (Divestitures)OrganicTotal ChangeYear Ended December 31, 2023OrganicTotal
Integrated Agencies Network$1,240,465 $(2,266)$6,677 $(58,172)$(53,761)$1,186,704 (4.7)%(4.3)%
Brand Performance Network667,88284813,377 (14,005)220 668,102 (2.1)%— %
Communications Network293,844(169)1,918 $(50,333)(48,584)245,260 (17.1)%(16.5)%
All Other19,962 (354)35,135 (8,157)26,624 46,586 (40.9)%133.4 %
$2,222,153 $(1,941)$57,107 $(130,667)$(75,501)$2,146,652 (5.9)%(3.4)%

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.




Page 7


imagea.jpg
SCHEDULE 3
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Three Months Ended December 31, 2023
Integrated Agencies NetworkBrand Performance NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$293,578 $177,078 $68,229 $12,181 $— $551,066 
Billable costs 51,617 16,969 35,217 26 — 103,829 
Revenue345,195 194,047 103,446 12,207 — 654,895 
Billable costs51,617 16,969 35,217 26 — 103,829 
Staff costs187,986 105,838 43,319 6,292 11,088 354,523 
Administrative costs27,918 24,874 8,568 3,445 (1,871)62,934 
Unbillable and other costs, net17,729 17,738 277 2,885 — 38,629 
Adjusted EBITDA (1)
59,945 28,628 16,065 (441)(9,217)94,980 
Stock-based compensation11,861 2,518 1,157 91 6,937 22,564 
Depreciation and amortization19,448 8,322 2,800 2,238 2,228 35,036 
Deferred acquisition consideration3,813 1,739 (3,373)— — 2,179 
Impairment and other losses737 96 — — — 833 
Other items, net (1)
6,147 3,969 198 95 4,669 15,078 
Operating income (loss)$17,939 $11,984 $15,283 $(2,865)$(23,051)$19,290 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.





Page 8


imagea.jpg
SCHEDULE 4
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Year Ended December 31, 2023
Integrated Agencies NetworkBrand Performance NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$1,186,705 $668,101 $245,261 $46,585 $— $2,146,652 
Billable costs 191,404 100,675 88,446 — — 380,525 
Revenue1,378,109 768,776 333,707 46,585 — 2,527,177 
Billable costs191,404 100,675 88,446 — — 380,525 
Staff costs735,998 419,651 159,165 37,416 36,938 1,389,168 
Administrative costs114,118 95,837 33,664 4,689 11,472 259,780 
Unbillable and other costs, net65,267 56,598 613 15,087 — 137,565 
Adjusted EBITDA (1)
271,322 96,015 51,819 (10,607)(48,410)360,139 
Stock-based compensation27,806 5,883 3,334 518 19,638 57,179 
Depreciation and amortization80,864 34,343 11,016 8,390 8,218 142,831 
Deferred acquisition consideration11,931 2,851 30 (1,752)— 13,060 
Impairment and other losses9,912 1,483 — — — 11,395 
Other items, net (1)
19,225 13,206 1,535 1,174 10,007 45,147 
Operating income (loss)$121,584 $38,249 $35,904 $(18,937)$(86,273)$90,527 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.




Page 9


imagea.jpg
SCHEDULE 5
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Three Months Ended December 31, 2022
Integrated Agencies NetworkBrand Performance NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$311,432 $180,053 $81,224 $10,737 $— $583,446 
Billable costs 71,174 13,609 39,956 — — 124,739 
Revenue382,606 193,662 121,180 10,737 — 708,185 
Billable costs71,174 13,609 39,956 — — 124,739 
Staff costs186,373 111,725 43,814 6,044 6,244 354,200 
Administrative costs29,722 29,037 9,312 1,691 1,852 71,614 
Unbillable and other costs, net18,506 12,715 155 2,961 — 34,337 
Adjusted EBITDA (1)
76,831 26,576 27,943 41 (8,096)123,295 
Stock-based compensation(1,270)(3,322)720 26 3,588 (258)
Depreciation and amortization19,356 8,630 3,161 2,776 1,708 35,631 
Deferred acquisition consideration3,460 (5,613)3,168 — — 1,015 
Impairment and other losses49,841 42,727 — 1,577 — 94,145 
Other items, net (1)
1,770 4,453 326 29 6,579 
Operating income (loss)$3,674 $(20,299)$20,568 $(4,339)$(13,421)$(13,817)

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.




Page 10


imagea.jpg
SCHEDULE 6
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Year Ended December 31, 2022
Integrated Agencies NetworkBrand Performance NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$1,240,465 $667,882 $293,844 $19,962 $— $2,222,153 
Billable costs 234,505 89,326 141,808 — — 465,639 
Revenue1,474,970 757,208 435,652 19,962 — 2,687,792 
Billable costs234,505 89,326 141,808 — — 465,639 
Staff costs762,332 408,968 172,598 13,963 36,456 1,394,317 
Administrative costs115,724 94,867 33,787 3,940 6,655 254,973 
Unbillable and other costs, net70,116 48,212 427 2,990 — 121,745 
Adjusted EBITDA (1)
292,293 115,835 87,032 (931)(43,111)451,118 
Stock-based compensation13,774 5,830 1,797 41 11,710 33,152 
Depreciation and amortization74,492 33,674 10,948 5,234 6,925 131,273 
Deferred acquisition consideration9,157 1,736 (24,298)— — (13,405)
Impairment and other losses52,360 50,778 — 19,041 — 122,179 
Other items, net (1)
4,345 8,129 883 22 5,312 18,691 
Operating income (loss)$138,165 $15,688 $97,702 $(25,269)$(67,058)$159,228 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.




Page 11


imagea.jpg
SCHEDULE 7
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)

For the Three Months Ended December 31, 2023
GAAPAdjustmentsNon-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders
$127 $(4,705)$(4,578)
Net income attributable to Class C shareholders— 35,780 35,780 
Net income attributable to Stagwell Inc. and Class C and adjusted net income$127 $31,075 $31,202 
Weighted average number of common shares outstanding117,205 2,416 119,621 
Weighted average number of common Class C shares outstanding— 151,649 151,649 
Weighted average number of shares outstanding117,205 154,065 271,270 
Dilutive EPS and Adjusted Diluted EPS
$0.00 $0.12 
Adjustments to Net income (loss) (1)
Amortization
$27,231 
Impairment and other losses833 
Stock-based compensation22,564 
Deferred acquisition consideration3,338 
Gain on sale of business(94,505)
Other items, net15,078 
$(25,461)
Adjusted tax expense
14,768 
$(10,693)
Net loss attributable to Class C shareholders41,768 
$31,075 
Allocation of adjustments to Net income (loss)
Net loss attributable to Stagwell Inc. common shareholders - add-backs$(4,705)
Net loss attributable to Class C shareholders - add-backs(5,988)
Net income attributable to Class C shareholders41,768 
35,780 
$31,075 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

Page 12


imagea.jpg
SCHEDULE 8
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)

For the Year Ended December 31, 2023
GAAPAdjustmentsNon-GAAP
Net income attributable to Stagwell Inc. common shareholders
$134 $52,712 $52,846 
Net income attributable to Class C shareholders— 106,153 106,153 
Net income attributable to Stagwell Inc. and Class C and adjusted net income
134 158,865 158,999 
Weighted average number of common shares outstanding117,259 8,539 125,798 
Weighted average number of common Class C shares outstanding— 154,972 154,972 
Weighted average number of shares outstanding117,259 163,511 280,770 
Diluted EPS and Adjusted Diluted EPS
$0.00 $0.57 
Adjustments to Net Income (loss) (1)
Amortization
$113,835 
Impairment and other losses11,395 
Stock-based compensation57,179 
Deferred acquisition consideration13,060 
Gain on sale of business
(94,505)
Other items, net45,147 
146,111 
Adjusted tax expense(26,312)
119,799 
Net loss attributable to Class C shareholders39,066 
$158,865 
Allocation of adjustments to net income
Net income attributable to Stagwell Inc. common shareholders - add-backs$52,712 
Net income attributable to Class C shareholders - add-backs67,087 
Net income attributable to Class C shareholders39,066 
106,153 
$158,865 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.


Page 13


imagea.jpg

SCHEDULE 9
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)


For the Three Months Ended December 31, 2022

GAAPAdjustmentsNon-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders
$(13,828)$49,461 $35,633 
Net income attributable to Class C shareholders— 27,696 27,696 
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income(13,828)77,157 63,329 
Weighted average number of common shares outstanding122,927 5,666 128,593 
Weighted average number of common Class C shares outstanding— 164,376 164,376 
Weighted average number of shares outstanding122,927 170,042 292,969 
Diluted EPS and Adjusted Diluted EPS$(0.11)$0.22 
Adjustments to Net income (loss) (1)
Amortization
$28,886 
Impairment and other losses94,145 
Stock-based compensation(258)
Deferred acquisition consideration1,015 
Other items, net6,579 
130,367 
Adjusted tax expense
(18,186)
$112,181 
Less: Net income attributable to Class C shareholders(35,024)
Net income attributable to Stagwell Inc. common shareholders$77,157 
Allocation of add-backs
Net income attributable to Stagwell Inc. common shareholders - add-backs$49,461 
Net income attributable to Class C shareholders - add-backs62,720 
Net income attributable to Class C shareholders(35,024)
27,696 
$77,157 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
Page 14


imagea.jpg
SCHEDULE 10
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)


For the Year Ended December 31, 2022

GAAPAdjustmentsNon-GAAP
Net income attributable to Stagwell Inc. common shareholders$19,919 $102,123 $122,042 
Net income attributable to Class C shareholders16,004 129,500 145,504 
Net income attributable to Stagwell Inc. and Class C and adjusted net income 35,923 231,623 267,546 
Weighted average number of common shares outstanding130,625 — 130,625 
Weighted average number of common Class C shares outstanding165,971 — 165,971 
Weighted average number of shares outstanding296,596 — 296,596 
Diluted EPS and Adjusted Diluted EPS$0.12 $0.90 
Adjustments to Net income (loss) (1)
Pre-TaxTaxNet
Amortization
$104,763 
Impairment and other losses122,179 
Stock-based compensation33,152 
Deferred acquisition consideration(13,405)
Other items, net18,691 
265,380 
Adjusted tax expense(33,757)
$231,623 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
Page 15


imagea.jpg
SCHEDULE 11
STAGWELL INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
 December 31, 2023December 31, 2022
 
ASSETS  
Current Assets  
Cash and cash equivalents$119,737 $220,589 
Accounts receivable, net697,178 645,846 
Expenditures billable to clients120,088 93,077 
Other current assets94,054 71,443 
Total Current Assets1,031,057 1,030,955 
Fixed assets, net77,825 98,878 
Right-of-use assets - operating leases254,278 273,567 
Goodwill1,498,815 1,566,956 
Other intangible assets, net818,220 907,529 
Other assets97,830 118,706 
Total Assets$3,778,025 $3,996,591 
LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable$414,980 $357,253 
Accrued media291,777 240,506 
Accruals and other liabilities233,046 268,871 
Advance billings307,665 337,034 
Current portion of lease liabilities - operating leases65,899 76,349 
Current portion of deferred acquisition consideration66,953 90,183 
Total Current Liabilities1,380,320 1,370,196 
Long-term debt1,145,828 1,184,707 
Long-term portion of deferred acquisition consideration34,105 71,140 
Long-term lease liabilities - operating leases281,307 294,049 
Deferred tax liabilities, net45,495 40,879 
Other liabilities54,906 67,695 
Total Liabilities2,941,961 3,028,666 
Redeemable Noncontrolling Interests10,792 39,111 
Commitments, Contingencies and Guarantees
Shareholders' Equity
Common shares - Class A & B118 132 
Common shares - Class C
Paid-in capital348,494 491,899 
Retained earnings21,148 22,095 
Accumulated other comprehensive loss(13,067)(15,478)
Stagwell Inc. Shareholders' Equity356,695 498,650 
Noncontrolling interests468,577 430,164 
Total Shareholders' Equity825,272 928,814 
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity$3,778,025 $3,996,591 
Page 16


imagea.jpg
SCHEDULE 12
STAGWELL INC.
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
Page 17


imagea.jpg
 Year Ended December 31,
20232022
Cash flows from operating activities:
Net income $41,642 $50,044 
Adjustments to reconcile net income to cash provided by operating activities:
Stock-based compensation57,179 33,152 
Depreciation and amortization142,831 131,273 
Amortization of right-of-use lease assets
76,728 77,368 
Impairment and other losses11,395 122,179 
Deferred income taxes19,443 (18,241)
Adjustment to deferred acquisition consideration13,060 (13,405)
Gain on sale of business(94,505)— 
Other, net10,882 (2,848)
Changes in working capital:
Accounts receivable(58,704)37,780 
Expenditures billable to clients(27,468)(32,366)
Other assets(1,415)1,179 
Accounts payable52,837 108,028 
Accrued expenses and other liabilities(24,723)(22,177)
Advance billings(35,146)(27,062)
Current portion of lease liabilities - operating leases(87,629)(86,525)
Deferred acquisition related payments(15,400)(10,793)
Net cash provided by operating activities
81,007 347,586 
Cash flows from investing activities:
Capital expenditures(14,238)(22,663)
Acquisitions, net of cash acquired(23,339)(74,234)
Capitalized software(28,175)(12,774)
Proceeds from sale of business, net229,484 — 
Other(7,781)(6,604)
Net cash provided by (used in) investing activities
155,951 (116,275)
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility1,945,500 (1,266,000)
Proceeds from borrowings under revolving credit facility(1,986,500)1,255,500 
Shares repurchased and cancelled(223,835)(70,269)
Distributions to noncontrolling interests(24,964)(39,197)
Payment of deferred consideration(49,221)(63,170)
Purchase of noncontrolling interest— (3,600)
Debt issuance costs(844)— 
Net cash used in financing activities
(339,864)(186,736)
Effect of exchange rate changes on cash and cash equivalents2,054 (7,995)
Net decrease in cash and cash equivalents(100,852)36,580 
Cash and cash equivalents at beginning of period220,589 184,009 
Cash and cash equivalents at end of period$119,737 $220,589 

Page 18